What was Visa waiting for?

November 26, 2014

Disclosure practices of some companies don’t make sense, especially when it comes to their executive compensation.

Take credit card giant Visa Inc., for instance. Over a year ago, on May 23, 2013 to be exact, the company announced via a press release the appointment of Ryan McInerney as the company’s president. On the same day, the company filed this 8-K, with his compensation details, including his $2 million signing bonus, which we covered here.

So far, so good.

Or so we thought, until we clicked open one of the exhibits filed with the company’s latest annual report on Nov. 21. In that exhibit and another related one, the company disclosed payouts running into millions of dollars to its executive vice president of Technology, Rajat Taneja. The exhibits were dated Nov. 6, 2013.

The problem? This is the first time that the company disclosed the compensation details of Taneja, although his appointment was disclosed more than year ago, on Nov. 18, 2013. (The company also filed its proxy the same day as its latest 10-K on Nov. 21, 2014, detailing his compensation.)

Visa’s disclosure was no less earth shattering as far as payouts to Taneja are concerned. In those exhibits, the company said Taneja, the former technology chief of Electronic Arts Inc. — the producer of the Madden and FIFA video games — will get a whopping make-whole equity award valued at $11 million; a one-time cash sign-on bonus of $2 million in lieu of incentives from his prior employer; a long-term performance bonus target of $4.56 million a year; a salary of $750,000 a year; with bonus target of 125% of base salary, with the maximum at 250%.

To find out how much he actually made during the company’s fiscal 2014, which ended Sept. 30, we turned to its latest proxy. Not surprisingly, the company valued his total compensation at $14.4 million, including prorated salary of about $640,000; bonus of $2 million; $11 million in equity awards, consisting of stock awards of $8.25 million and option awards of $2.75 million.

We wonder why the company took so long to disclose the compensation details of a named executive officer, considering that it had the chance to disclose the details in its previous compensation proxy, filed on Dec. 13, 2013. Or in any of the other filings it has made over the past year.

Happy Thanksgiving!

 

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